Compliance Policies. Each Permal Entity has implemented all formal codes of ethics, insider trading polices, personal trading policies, written supervisory procedures, written compliance policies, anti-money laundering policies and other policies as required by the Advisers Act and any other applicable Law. A complete and correct copy of each such policy has been made available to the EnTrust Contributor. Such codes of ethics, insider trading polices, personal trading policies, written supervisory procedures, written compliance policies, anti-money laundering policies and other policies comply in all respects with applicable Law (including the Advisers Act, Anti-Bribery Laws and Trade Control Laws). The policies of the Permal Entities as of the date hereof with respect to avoiding conflicts of interest are as set forth in the most recent Permal Filings or policy manuals of the Permal Entities, as amended, which have been made available to the EnTrust Contributor. Except as set forth in Section 5.12(g) of the Permal Disclosure Schedule, in the past three (3) years, there have been no material violations of such code of ethics, insider trading polices, personal trading policies, written supervisory procedures, anti-money laundering policies and other policies. The Permal Entities have conducted an annual compliance review as required by 206(4)-7 of the Advisers Act and no such annual review has identified any material violation or weakness in their respective compliance policies or control environments.

Compliance with Other Agreements. Employee represents and warrants that the execution of this Agreement by him and his performance of his obligations hereunder will not conflict with, result in the breach of any provision of or the termination of or constitute a default under any agreement to which Employee is a party or by which Employee is or may be bound.

The Executive represents and warrants to the Company that the execution of this Agreement by him and his performance of his obligations hereunder will not, with or without the giving of notice or the passage of time or both, conflict with, result in the breach of any provision of or the termination of, or constitute a default under, any agreement to which the Executive is a party or by which the Executive is or may be bound.

Other Employment Policies. At all times during his or her employment, Employee shall comply with all of the applicable business conduct and other policies generally in effect for employees of the Company and Company Affiliates, as the same may be amended from time to time. This Retention Payment will not be considered eligible pay or compensation for purposes of any benefit plan or program of the Company or Company Affiliates.

Other Agreements. [[Organization A:Organization]] (or any guarantor) or any of Borrowers Affiliates fails to meet the conditions of, or fails to perform any obligation under any other agreement [[Organization A:Organization]] (or any guarantor) or any of [[Organization A:Organization]]’s Affiliates has with [[Organization B:Organization]] or any Affiliate of [[Organization B:Organization]].

OTHER AGREEMENTS. Any security agreements, liens and/or security interests securing payment of any obligations of [[Organization A:Organization]] owing to [[Organization B:Organization]] or its Affiliates also secure the Obligations, and are valid and subsisting and are not adversely affected by execution of this Agreement. An Event of Default under this Agreement constitutes a default under other outstanding agreements between [[Organization A:Organization]] and [[Organization B:Organization]] or its Affiliates.

Other Agreements. Borrowers will not enter into or permit to exist any agreement which: # would cause an Event of Default or a Default hereunder; or # contains any provision which would be violated or breached by the performance of Borrowers' obligations hereunder or under any of the other Loan Documents.

Other Agreements. The execution, delivery, and performance by Borrower of this Agreement and the other Loan Documents to which it is a party, and the execution, delivery and performance by Guarantor of the Loan Documents to which it is a party, do not and will not: # violate # any provision of any federal (including the Exchange Act), state, or local law, rule, or regulation (including Regulations T, U, and X of the Federal Reserve Board) binding on any Loan Party, # any order of any domestic Governmental Authority, court, arbitration board, or tribunal binding on any Loan Party, or # the Governing Documents of any Loan Party, or # contravene any provisions of, result in a breach of, constitute (with the giving of notice or the lapse of time) a default under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the Assets of any Loan Party pursuant to, any Contractual Obligation of any Loan Party, or # require termination of any Contractual Obligation of any Loan Party, or # constitute a tortious interference with any Contractual Obligation of any Loan Party, in each case, except as could not reasonably be expected to have a Material Adverse Effect on the Loan Parties, taken as a whole.

Awards granted under this Plan may be subject to performance conditions, and other requirements, as reflected in any applicable reduction, recoupment, cancellation, malus or clawback policies, practices or provisions, or such other agreements, plans, policies or provisions, of the Company, as in effect from time to time, and any applicable reduction, recoupment, cancellation, malus or clawback requirements imposed under Applicable Laws, Policies, and Expectations, including but not limited to the Clawback and Forfeiture Policy.

Compliance with Company Policies. At all times while serving as a member of the Board, the [[Organization A:Organization]] Designees, in their capacity as individuals and not in any other capacity, shall comply with all policies, procedures, processes, codes, rules, standards and guidelines applicable to Board members, including the Company’s code of business conduct and ethics, securities trading policies, anti-hedging policies, Regulation FD-related policies, director confidentiality policies and corporate governance guidelines, and preserve the confidentiality of Company business and information, including discussions or matters considered in meetings of the Board or Board committees.